Andrew Kang - Mar 29, 2022 Form 4 Insider Report for GreenSky, Inc. (GSKY)

Signature
/s/ Steven Fox, as attorney-in-fact
Stock symbol
GSKY
Transactions as of
Mar 29, 2022
Transactions value $
$0
Form type
4
Date filed
3/29/2022, 05:09 PM
Previous filing
Mar 17, 2022
Next filing
May 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GSKY Class A common stock Disposed to Issuer -297K -100% 0 Mar 29, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GSKY Stock Option (right to buy) Disposed to Issuer -34.2K -100% 0 Mar 29, 2022 Class A common stock 34.2K $4.11 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew Kang is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 14, 2021 (as amended, the "Merger Agreement"), by and among the Issuer, The Goldman Sachs Group, Inc. ("Goldman Sachs"), Goldman Sachs Bank USA ("GS Bank"), Glacier Merger Sub 1, LLC, a wholly owned subsidiary of GS Bank, Glacier Merger Sub 2, LLC, a wholly owned subsidiary of GS Bank, and GreenSky Holdings, LLC, a subsidiary of the Issuer, with each share of Class A common stock being converted into the right to receive 0.03 shares of Goldman Sachs common stock (the "Merger Consideration"), which had a market value of $335.30 per share at the close of trading on March 28, 2022, the last trading day immediately preceding the effective time of the mergers (the "Effective Time"), with cash paid in lieu of fractional shares. The amounts in Table I include 240,885 shares of Class A common stock subject to forfeiture conditions; which fully vested in connection with the merger.
F2 This option, which provided for vesting in four equal installments on September 24, 2021, September 24, 2022, September 24, 2023, and September 24, 2024, was canceled in the merger in exchange for the right to receive a lump-sum cash payment, without interest, equal to the product of (a) the number of shares of Issuer Class A common stock subject to the option immediately prior to the Effective Time and (b) the excess, if any, of (i) the cash value of the Merger Consideration over (ii) the per share exercise price of the option, less applicable withholding taxes.